No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.
Appears in 2 contracts
Samples: Stapled Security Purchase Agreement (Macquarie Infrastructure CO Trust), Security Purchase Agreement (Macquarie Infrastructure Assets LLC)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either any of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good good-faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactionstransactions or which would have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(b7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nash Finch Co), Asset Purchase Agreement (Roundys Inc)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination sole and absolute discretion of the Purchaser, is likely to render it impossible or unlawful impractical to consummate such transactions; providedtransactions or which could have a Material Adverse Effect or otherwise render inadvisable, howeverin the reasonable discretion of the Purchaser, that the provisions consummation of the transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.Agreement;
Appears in 2 contracts
Samples: Investment Agreement (Mayors Jewelers Inc/De), Investment Agreement (Henry Birks & Sons Inc)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Seller, the Company, CWD or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Buyer believes, in the its reasonable, good faith determination of the Purchaserdetermination, is likely to render it impossible or unlawful to consummate such transactions; provided, however, the transactions contemplated by this Agreement or that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Actioncould have a Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Heckmann CORP), Stock Purchase Agreement (China Water & Drinks Inc..)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Company or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; providedtransactions or which could have a Material Adverse Effect or otherwise render inadvisable, howeverin the sole discretion of the Purchaser, that the provisions consummation of the transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.Agreement;
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sohu Com Inc), Share Purchase Agreement (Sina Com)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the reasonable, good faith determination of the Purchaser, which is reasonably likely to restrain, prevent or render it impossible unlawful the consummation of such transactions or unlawful to consummate such transactionsresult in a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.and
Appears in 2 contracts
Samples: Asset Purchase Agreement (Integrated Ventures, Inc.), Asset Purchase Agreement (Integrated Ventures, Inc.)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Sellers or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement hereby which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactionsthe transactions contemplated by this Agreement or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(b8.02(d) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Amcol International Corp), Asset and Stock Purchase Agreement (Amcol International Corp)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either any Seller, the Seller Company, or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Buyer believes, in the its reasonable, good faith determination of the Purchaserdetermination, is likely to render it impossible or unlawful to consummate such transactions; provided, however, the transactions contemplated by this Agreement or that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Actioncould have a Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (Ugods, Inc.)
No Proceeding or Litigation. No Action action or legal proceeding shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which Seller believes, in the reasonable, good faith determination of the Purchaserits sole and absolute discretion, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly Agreement or indirectly solicited or encouraged any such Actionwhich could have a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lq Corp Inc), Assignment and Assumption Agreement (Lq Corp Inc)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Sellers or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; providedtransactions or which could have a Material Adverse Effect or otherwise render inadvisable, howeverin the sole discretion of the Purchaser, that the provisions consummation of the transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.Agreement;
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Seller, the Company or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, good faith determination of the Purchaserits reasonable discretion, is likely to render it impossible or unlawful to consummate such transactions; providedthe transactions contemplated by this Agreement or which could have a Material Adverse Effect or otherwise render inadvisable, howeverin the Purchaser's reasonable discretion, that the provisions consummation of the transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such ActionAgreement.
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Sellers or the Purchaser, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the reasonable, good faith determination of the Purchaser, which is reasonably likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly transactions or indirectly solicited or encouraged any such Action.which is reasonably likely to have a Material Adverse Effect;
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; providedtransactions or which could have a Material Adverse Effect or otherwise render inadvisable, howeverin the sole discretion of the Purchaser, that the provisions consummation of the transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.Agreement;
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the any Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly transactions or indirectly solicited or encouraged any such Action.which could have a Material Adverse Effect;
Appears in 1 contract
Samples: Share Purchase Agreement (Iis Intelligent Information Systems LTD)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Company or the PurchaserInvestor, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the PurchaserInvestor, is likely to render it impossible or unlawful to consummate such transactions; providedtransactions or which could have a Material Adverse Effect or otherwise render inadvisable, howeverin the sole discretion of the Investor, that the provisions consummation of the transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.Agreement;
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactionstransactions or which could have a Material Adverse Effect; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 7.02(b6.2(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;
Appears in 1 contract
Samples: Investment Agreement (Metro One Telecommunications Inc)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the PurchaserSeller, seeking to restrain or materially and adversely alter the transactions Transaction contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly Transaction or indirectly solicited or encouraged any such Actionwhich could have a Material Adverse Effect.
Appears in 1 contract
Samples: Share Purchase Agreement (RISE Education Cayman LTD)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly transactions or indirectly solicited or encouraged any such Action.which could have a Material Adverse Effect;
Appears in 1 contract
No Proceeding or Litigation. (i) No Action action shall have been commenced by any governmental authority against Sellers or threatened by or before any Governmental Authority against either the Seller or the Purchaser, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement hereby and (ii) no injunction or order of any governmental authority or law shall be in effect, which, in the reasonable, good faith determination case of the Purchasereach of (i) and (ii), is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such ActionAgreement.
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Sellers or the Purchaser, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the reasonable, good faith determination of the Purchaser, which is reasonably likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b) shall not apply if the transactions or which is reasonably likely to have a Purchaser has directly or indirectly solicited or encouraged any such Action.Material Adverse Effect;
Appears in 1 contract
No Proceeding or Litigation. No Action action or proceeding shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, Purchaser or any of their Subsidiaries seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, reasonable good faith determination of the Purchaser, is likely to render it impossible commercially impracticable or unlawful to consummate such transactions; provided, however, that the provisions of transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly Agreement or indirectly solicited or encouraged any such Actionwhich could reasonably be expected to have a Material Adverse Effect on Purchaser.
Appears in 1 contract
Samples: Merger Agreement (Cenuco Inc)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions Transaction contemplated by this Agreement which, in the reasonable, good faith determination of the PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly Transaction or indirectly solicited or encouraged any such Actionwhich could have a Material Adverse Effect.
Appears in 1 contract
Samples: Share Purchase Agreement (Ambow Education Holding Ltd.)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, which is likely to render it impossible or unlawful to consummate such transactionstransactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(b8.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Seller, the Company or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, good faith determination of the Purchaserits sole and absolute discretion, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly Agreement or indirectly solicited or encouraged any such Action.which could have a Material Adverse Effect;
Appears in 1 contract
Samples: Stock Purchase Agreement (QRS Corp)
No Proceeding or Litigation. No Action Proceeding shall have been commenced or threatened by or before any Governmental Authority against either the any of Seller or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the PurchaserBuyer, is likely to render it impossible or unlawful to consummate such transactions; providedtransactions or which could have a Material Adverse Effect or otherwise render inadvisable, howeverin the sole discretion of Buyer, that the provisions consummation of the transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such ActionAgreement.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Tessera Technologies Inc)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in hereby which the reasonable, good faith determination of the Purchaser, Purchaser reasonably believes is likely to render it impossible or unlawful to consummate such transactionsthe transactions contemplated by this Agreement; provided, however, that the provisions of this Section 7.02(b5.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;
Appears in 1 contract
Samples: Escrow Agreement (Be Aerospace Inc)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the reasonable, good faith determination of the Purchaser, which is reasonably likely to restrain, prevent, or render it impossible unlawful the consummation of such transactions or unlawful to consummate such transactionsresult in a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.and
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the PurchaserBuyer, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly transactions or indirectly solicited or encouraged any such Actionwhich could have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Corelogic, Inc.)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, good faith determination of the Purchaserits sole and absolute discretion, is likely to render it impossible or unlawful to consummate such transactionsthe transactions contemplated by this Agreement or which could have a Seller Material Adverse Effect; providedPROVIDED, howeverHOWEVER, that the provisions of this Section SECTION 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;
Appears in 1 contract
Samples: Stock Purchase Agreement (Dutch Institutional Holding Co Inc)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement Transactions which, in the reasonable, reasonable good faith determination of the PurchaserSellers, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.Transactions;
Appears in 1 contract
Samples: Stock Purchase Agreement (Technology Research Corp)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Seller, the Purchaser or the PurchaserCompany, seeking to restrain or materially and adversely alter the transactions transaction contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, (i) is likely to render it impossible or unlawful to consummate such transactions; providedtransaction, however, that or (ii) is likely to cause any of the provisions of transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such ActionAgreement to be rescinded following Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Stonington Partners Inc Ii)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Seller, Renown, USP or the Purchaser, seeking Purchaser which seeks to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, its reasonable good faith determination of the Purchaserdetermination, is likely to render it impossible or unlawful to consummate such transactions; providedthe transactions contemplated by this Agreement or the Ancillary Agreements, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.which would reasonably be expected to have a Material Adverse Effect;
Appears in 1 contract
Samples: Stock Purchase Agreement (Gibraltar Industries, Inc.)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either any of the Seller Sellers, the Company or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, hereby or which is likely to render it impossible or unlawful to consummate such transactions; the transactions contemplated by this Agreement or which could have a Material Adverse Effect, provided, however, that the provisions of this Section 7.02(b8.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, hereby which in the reasonable, good faith determination of the Purchaser, Purchaser is likely to render it impossible or unlawful to consummate such transactionsthe transactions contemplated by this Agreement; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, good faith determination of the Purchaserits sole and absolute discretion, is likely to render it impossible or unlawful to consummate such transactionsthe transactions contemplated by this Agreement or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(b6.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, hereby which is likely to render it impossible or unlawful to consummate such transactionsthe transactions contemplated by this Agreement or which would have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.this
Appears in 1 contract
Samples: Stock Purchase Agreement (United Companies Financial Corp)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the any Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly transactions or indirectly solicited or encouraged any such Action.which could have a Material Adverse Effect;
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 7.02(b8.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;
Appears in 1 contract
Samples: Stock Purchase Agreement (Macquarie Infrastructure Assets LLC)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller Sellers, the Company or the Purchaser, seeking Purchaser which seeks to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, its reasonable good faith determination of the Purchaserdetermination, is likely to render it impossible or unlawful to consummate such transactions; providedthe transactions contemplated by this Agreement or the Ancillary Agreements, however, that the provisions of this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.which would reasonably be expected to have a Material Adverse Effect;
Appears in 1 contract
Samples: Stock Purchase Agreement (Gibraltar Industries, Inc.)
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, hereby or which is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of transactions contemplated by this Section 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.Agreement;
Appears in 1 contract
No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby, which in the reasonable, good faith determination of the Purchaser, Purchaser is likely to render it impossible or unlawful to consummate such transactionsthe transactions contemplated by this Agreement; provided, however, that the provisions of this Section 7.02(b6.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.
Appears in 1 contract
